Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible: (i) prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)); (ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period of distribution; (iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement; (iv) use its commercially reasonable efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv); (v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading (and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading); (vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, and reasonably satisfactory to the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securities, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably request; and (vii) make available for inspection by the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the selling Investors, the Investors Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering.
Appears in 4 contracts
Samples: Registration Rights Agreement (AGA Medical Holdings, Inc.), Registration Rights Agreement (AGA Medical Holdings, Inc.), Registration Rights Agreement (AGA Medical Holdings, Inc.)
Certain Registration Procedures. If and whenever the Company Savvis is required by the provisions of this Section 2 3 to use its commercially reasonable best efforts to effect the registration of Registrable Restricted Stock under the Securities Act, the Company Savvis will, as expeditiously as possible:
(i) prepare (and afford counsel for the selling Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective through the end of for the period of the distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided);
(ii) prepare (and afford counsel for the selling Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided) and as comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the selling Investors’ ' intended method of disposition set forth in such registration statement through the end of for such period of distributionperiod;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement;
(iv) use its commercially reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company Savvis will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(ivparagraph (iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)jurisdiction;
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (and each Investor agrees to refrain from further using such prospectus upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable best efforts (if the offering is underwritten) to furnish, at the request of the any selling Investors or the Investors CounselInvestor, on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company Savvis for the purposes of such registration, addressed to the underwriters and to each such selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesor by such selling Investor or its counsel, and (B) a letter dated such date from the independent public accountants retained by the CompanySavvis, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company Savvis included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the underwriters or such selling Investors or the Investors Counsel Investor may reasonably request; and
(vii) make available for inspection by the each selling InvestorsInvestor, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any attorney, accountant or other agent retained by the such selling Investors Investor or such underwritersunderwriter, all financial and other records, pertinent corporate documents and properties of the CompanySavvis, and cause the Company’s Savvis's officers, directors and employees to supply all information reasonably requested by the any such selling InvestorsInvestor, the Investors Counsel underwriter, attorney, accountant or any of such underwriters, attorneys, accountants or agents agent in connection with such registration statement and permit the such selling InvestorsInvestor, the Investors Counsel and such underwritersattorney, attorneys, accountants accountant or agents agent to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(cparagraphs (f)(i) and (f)(ii) above (as well as paragraphs (c)(vi) and(e) above), 2(e)(i) and 2(e)(ii) above, the “"period of distribution” " of Registrable Restricted Stock in an a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the sale of all Registrable Restricted Stock covered thereby; provided, that but in either case, such period shall not extend beyond the 180th day (x) or, in the case of paragraph (c)(vi) above, the Company’s initial Public Offering the period of distribution shall not exceed 180 days 90th day) after the IPO Date and (y) effective date of the registration statement filed in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringconnection therewith.
Appears in 2 contracts
Samples: Registration Rights Agreement (Savvis Communications Corp), Registration Rights Agreement (Welsh Carson Anderson Stowe Viii Lp)
Certain Registration Procedures. If and whenever the Company Purchaser is required by the provisions of this Section 2 clause 5 to use its commercially reasonable best efforts to effect the registration of Registrable any Consideration Stock under the Securities Act, the Company Purchaser will, as expeditiously as possible:
(ia) prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Securities and Exchange Commission of the US (the "Commission") a registration statement with respect to such securities Consideration Stock and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e));
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through until the end earliest of period (i) the completion of the distribution contemplated thereby of the registered securities, and (determined as provided in ii) the last paragraph three (3)month anniversary of Section 2(e)) the effective date of the registration statement and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock all securities covered by such registration statement;
(ivb) furnish to any selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request;
(c) use its commercially reasonable best efforts to register or qualify the Registrable Stock securities covered by such registration statement under the such other securities or "blue sky sky" laws of such jurisdictions within the United States and Puerto Rico as the selling Investors, the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, each Shareholder shall reasonably request; request (provided, however, that the Company will Purchaser shall not be required obligated to (x) qualify generally as a foreign corporation to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service under the laws of process in any jurisdiction in which it would is not otherwise then qualified or to file any general consent to service or process or to qualify as a broker or dealer in securities), and do such other reasonable acts and things as may be subject required of it to general service enable the Shareholders to consummate the disposition in such jurisdiction of process but for this Section 2(e)(iv)the securities covered by such registration statement;
(vd) immediately take such other actions as are reasonably required in order to expedite or facilitate the disposition of such common stock; and
(e) promptly notify each selling Investor under such registration statement in writing the Shareholders and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, underwriter (if any) of the happening of any event event, during the period of distribution, as a result of which the prospectus contained in such registration statement, as then in effect, statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existingexisting (in which case, not misleading (and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that Purchaser shall promptly provide the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion Shareholders and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, and reasonably satisfactory to the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securities, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act as appropriate, with revised or supplemental prospectuses and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably if so requested by the selling InvestorsPurchaser in writing, the Investors Counsel or Shareholders shall promptly take action to cease making any offers of the Consideration Stock until receipt and distribution of such underwriters, attorneys, accountants revised or agents in connection with such registration statement and permit the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(csupplemental prospectuses), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering.
Appears in 2 contracts
Samples: Share Purchase Agreement (Smartdisk Corp), Shareholder Agreement (Smartdisk Corp)
Certain Registration Procedures. If and whenever the Company Savvis is required by the provisions of this Section 2 3 to use its commercially reasonable best efforts to effect the registration of Registrable Restricted Stock under the Securities Act, the Company Savvis will, as expeditiously as possible:
(i) prepare (and afford counsel for the selling Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective through the end of for the period of the distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided);
(ii) prepare (and afford counsel for the selling Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the selling Investors’ ' intended method of disposition set forth in such registration statement through the end of for such period of distributionperiod;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement;
(iv) use its commercially reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company Savvis will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(ivparagraph (iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)jurisdiction;
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (and each Investor agrees to refrain from further using such prospectus upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable best efforts (if the offering is underwritten) to furnish, at the request of the any selling Investors or the Investors CounselInvestor, on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company Savvis for the purposes of such registration, addressed to the underwriters and to each such selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the underwriters covering substantially best knowledge of such counsel, no stop order suspending the same matters effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as are customarily covered to form in opinions and/or letters all material respects with the requirements of issuer’s the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel delivered need express no opinion as to underwriters in underwritten public offerings of securitiesfinancial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters, and (B) a letter dated such date from the independent public accountants retained by the CompanySavvis, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company Savvis included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel underwriters may reasonably request; and
(vii) make available for inspection by the any selling InvestorsInvestor, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any attorney, accountant or other agent retained by the such selling Investors Investor or such underwritersits Permitted Transferee or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanySavvis, and cause the Company’s Savvis's officers, directors and employees to supply all information reasonably requested by the any such selling InvestorsInvestor or its Permitted Transferee, the Investors Counsel underwriter, attorney, accountant or any of such underwriters, attorneys, accountants or agents agent in connection with such registration statement and permit the such selling InvestorsInvestor, the Investors Counsel and such underwritersattorney, attorneys, accountants accountant or agents agent to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(cparagraphs (f)(i) and (f)(ii) above (as well as paragraphs (c)(vi) and (e) above), 2(e)(i) and 2(e)(ii) above, the “"period of distribution” " of Registrable Restricted Stock in an a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the sale of all Registrable Restricted Stock covered thereby; provided, that but in either case, such period shall not extend beyond the 180th day (x) or, in the case of paragraph (c)(vi) above, the Company’s initial Public Offering the period of distribution shall not exceed 180 days 90th day) after the IPO Date and (y) effective date of the registration statement filed in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringconnection therewith.
Appears in 2 contracts
Samples: Investor Rights Agreement (Welsh Carson Anderson Stowe Viii Lp), Investor Rights Agreement (Reuters Group PLC /Adr/)
Certain Registration Procedures. If and whenever In connection with a Registration Statement to be filed by the Company is required by the provisions of pursuant to this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act, the Company will, as expeditiously as possibleAgreement:
(ia) Each Purchaser agrees to provide in a timely manner information requested by the Company regarding the proposed distribution by such Purchaser of the Registrable Securities and all other information reasonably requested by the Company in connection with the preparation of such Registration Statement.
(b) The Company will prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e));
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission SEC such amendments and supplements to such registration statement a Registration Statement and the prospectus or prospectus supplement used in connection therewith as may be necessary (i) to keep such registration statement Registration Statement effective through and usable for resale of the end of period of distribution contemplated thereby Registrable Securities during the Effectiveness Period, including by refiling a Registration Statement (determined as provided in or a new Registration Statement) if the last paragraph of Section 2(e)initial Registration Statement expires, and (ii) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock the securities covered by such registration statement statement, in accordance each case for such time as is contemplated by this Article 7. In the event that the Company is a well-known seasoned issuer (as defined under Rule 405 of the Securities Act) at the time of the filing of a Registration Statement with the selling Investors’ intended method of disposition set forth in SEC, such registration statement through Registration Statement shall be designated by the end of such period of distribution;Company as an automatic Registration Statement.
(iiic) The Company will furnish to each selling Investor and to each underwriter Purchasers such number of copies of the registration statement applicable Registration Statement and the prospectus included therein each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents as such persons they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered Securities owned or to be distributed by such registration statement;them.
(ivd) The Company shall use its commercially reasonable best efforts to register or and qualify the Registrable Stock securities covered by each Registration Statement under such registration statement under the other securities or “blue sky sky” laws of such jurisdictions as shall be reasonably requested by Purchasers, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other action which may be reasonably necessary to enable each Purchaser to consummate the selling Investors, disposition in such jurisdictions of the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably requestRegistrable Securities covered by such Registration Statement that are owned by such Purchaser; provided, provided that the Company will shall not be required in connection therewith or as a condition thereto to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) file a general consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)such states or jurisdictions;
(ve) immediately After the filing of a Registration Statement, the Company will promptly notify Purchasers of any stop order issued or threatened by the SEC and shall take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(f) The Company shall cause the Registrable Securities to be listed on each selling Investor under such registration statement and each underwriter, securities exchange on which Company Common Stock is then listed.
(g) The Company shall promptly notify Purchaser:
(i) at any time when a prospectus relating thereto to a Registration Statement is required to be delivered under the Securities Act, of the happening existence of any event as a result fact of which the Company is aware or the occurrence of an event requiring the preparation of a supplement or amendment to either a Registration Statement or related prospectus contained in so that, as thereafter delivered to the purchasers of the Registrable Securities, such registration statementRegistration Statement or related prospectus, both as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements statement therein, in light of the circumstances then existing, not misleading (and upon receipt promptly make available to each Purchaser a reasonable number of copies of any such noticesupplement or amendment;
(ii) when any Registration Statement filed pursuant to this Article 7 or any amendment thereto (other than through the incorporation by reference therein of any report, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented statement or amended) no longer includes any untrue statement of a material fact or omits to state any material fact other document required to be stated therein filed pursuant to the Exchange Act and the rules and regulations thereunder) has been filed with the SEC and when such Registration Statement or necessary any post-effective amendment thereto has become effective; and
(iii) of any request by the SEC for amendments or supplements to make any Registration Statement or the statements prospectus included therein, in light ; and
(iv) of the circumstances then existing, not misleading);receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Company Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(vih) The Company shall use its commercially reasonable efforts (if to procure the offering is underwritten) to furnish, at the request cooperation of the selling Investors Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the Investors Counseltransfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by a Purchaser.
(i) The Company will enter into such customary agreements (including, on in the date that event of an Underwritten Offering, an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other commercially reasonable and customary actions in connection therewith (including those reasonably requested by the Purchasers or, in the event of an Underwritten Offering, those reasonably requested by the managing underwriters) in order to facilitate the disposition of such Registrable Stock Securities and in such connection, but only where an underwriting agreement is delivered entered into in connection with an Underwritten Offering: (i) make such representations and warranties to the underwriters for sale pursuant with respect to such registration: the businesses of the Company and its subsidiaries, the Registration Statement, prospectus and documents incorporated by reference or deemed incorporated by reference therein, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested; (Aii) an opinion and/or letter dated such date obtain opinions of counsel representing to the Company for the purposes of such registrationand updates thereof, addressed to the underwriters which counsel and to each selling Investoropinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, addressed to each of the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters requested in underwritten public offerings of securities, and such other matters as may be reasonably requested by such underwriters; (Biii) a letter dated such date obtain “comfort” letters and updates thereof from the independent certified public accountants retained of the Company (and, if necessary, any other certified public accountants of any subsidiary of the Company or of any business acquired by the CompanyCompany for which financial statements and financial data is, or is required to be, included in the Registration Statement), addressed to each of the underwriters, stating that they are independent public accountants within the meaning such letters to be in customary form and covering matters of the Securities Act and that, type customarily covered in the opinion of such accountants, the financial statements of the Company included “comfort” letters in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects connection with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters underwritten offerings; (including information as to the period ending no more than five business days prior to the date of such letteriv) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officersmanagement to be made available for, directors and employees assist in, the marketing and disposition of such Registrable Securities in the manner and to supply all information the extent reasonably requested by the selling Investorsunderwriters including, without limitation, participation by management in customary road shows, investor conferences and other similar presentations; and (v) deliver such documents and certificates as may be reasonably requested by the Investors Counsel or any of such managing underwriters, attorneysif any, accountants or agents to evidence the continued validity of the representations and warranties of the Company and its subsidiaries made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement entered into by the Company. The foregoing actions will be taken in connection with each closing under such registration statement underwriting agreement as and permit to the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate extent required thereunder.
(j) All Registration Expenses incurred in the preparation of such registration statement; provided, however, that any information that is designated in writing connection with a Registration Statement hereunder shall be borne by the Company. “Registration Expenses” means the following expenses incurred by the Company in effecting any registration pursuant to this Agreement (whether or not any registration or prospectus becomes effective or final): all registration fees, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion fees and disbursements of counsel to such Personfor the Company, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statementblue sky filing fees, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by itprinting expenses, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case expenses of the Company’s initial Public Offering independent accountants in connection with any regular or special reviews incident to or required by such registration, and fees and disbursements of counsel for Purchaser. For the period avoidance of distribution doubt, the Company shall not exceed 180 days after the IPO Date be responsible for and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold pay any underwriting discounts, selling commissions and stock transfer taxes applicable to the public in such offeringsale of Registrable Securities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Colonial Bancgroup Inc), Stock Purchase Agreement (Colonial Bancgroup Inc)
Certain Registration Procedures. If and whenever the Company Savvis is required by the provisions of this Section 2 3 to use its commercially reasonable best efforts to effect the registration of Registrable Restricted Stock under the Securities Act, the Company Savvis will, as expeditiously as possible:
(i) prepare (and afford counsel for the Investors Counsel (as hereinafter defined) selling Reuters reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective through the end of for the period of the distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided);
(ii) prepare (and afford counsel for the Investors Counsel selling Reuters reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided) and as comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the selling Investors’ Reuters' intended method of disposition set forth in such registration statement through the end of for such period of distributionperiod;
(iii) furnish to each selling Investor Reuters and to each underwriter such number of copies of the registration statement and the prospectus included therein (including including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement;
(iv) use its commercially reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company Savvis will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(ivparagraph (iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)jurisdiction;
(v) immediately notify each selling Investor under such registration statement Reuters and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (and Reuters agrees to refrain from further using such prospectus upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable best efforts (if the offering is underwritten) to furnish, at the request of the selling Investors or the Investors CounselReuters, on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company Savvis for the purposes of such registration, addressed to the underwriters and to each selling InvestorReuters, stating that such registration statement has become effective under the Securities Act and that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably satisfactory to be requested by counsel for the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesor by Reuters or its counsel, and (B) a letter dated such date from the independent public accountants retained by the CompanySavvis, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company Savvis included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the underwriters or such selling Investors or the Investors Counsel Investor may reasonably request; and
(vii) make available for inspection by the selling InvestorsReuters, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any attorney, accountant or other agent retained by the selling Investors Reuters or such underwritersunderwriter, all financial and other records, pertinent corporate documents and properties of the CompanySavvis, and cause the Company’s Savvis's officers, directors and employees to supply all information reasonably requested by the selling InvestorsReuters, the Investors Counsel underwriter, attorney, accountant or any of such underwriters, attorneys, accountants or agents agent in connection with such registration statement and permit the selling InvestorsReuters or such, the Investors Counsel and such underwritersattorney, attorneys, accountants accountant or agents agent to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(cparagraphs (f)(i) and (f)(ii) above (as well as paragraphs (c)(vi) and(e) above), 2(e)(i) and 2(e)(ii) above, the “"period of distribution” " of Registrable Restricted Stock in an a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the sale of all Registrable Restricted Stock covered thereby; provided, that but in either case, such period shall not extend beyond the 180th day (x) or, in the case of paragraph (c)(vi) above, the Company’s initial Public Offering the period of distribution shall not exceed 180 days 90th day) after the IPO Date and (y) effective date of the registration statement filed in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringconnection therewith.
Appears in 2 contracts
Samples: Registration Rights Agreement (Reuters Group PLC), Registration Rights Agreement (Savvis Communications Corp)
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 1 to use its commercially reasonable best efforts to effect the registration of Registrable Stock any Restricted Shares under the Securities Act, the Company will, as expeditiously as possible:
(ia) prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such securities Restricted Shares and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e));
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through until the end earliest of period (i) the completion of the distribution contemplated thereby of the registered securities, and (determined as provided ii) the three (3)-month anniversary of the effective date of the registration statement (or, in the last paragraph case of a registration statement filed on Form S-3, and subject to the limitations contemplated by Section 2(e)1(d) hereof, the one-year anniversary of the Effective Time) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock all securities covered by such registration statement;
(ivb) furnish to any selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request;
(c) use its commercially reasonable best efforts to register or qualify the Registrable Stock securities covered by such registration statement under the such other securities or "blue sky sky" laws of such jurisdictions within the United States and Puerto Rico as the selling Investors, the Investors Counsel or, in the case each Holder of an underwritten public offering, the managing underwriter, securities shall reasonably request; request (provided, however, that the Company will shall not be required obligated to (x) qualify generally as a foreign corporation to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service under the laws of process in any jurisdiction in which it would is not otherwise then qualified or to file any general consent to service or process or to qualify as a broker or dealer in securities), and do such other reasonable acts and things as may be subject required of it to general service enable the Holders to consummate the disposition in such jurisdiction of process but for this Section 2(e)(iv)the securities covered by such registration statement;
(vd) immediately take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Common Stock; and
(e) promptly notify each selling Investor under such registration statement in writing the Holders and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, underwriter (if any) of the happening of any event event, during the period of distribution, as a result of which the prospectus contained in such registration statement, as then in effect, statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existingexisting (in which case, not misleading (and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that shall promptly provide the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion Holders and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, and reasonably satisfactory to the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securities, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act as appropriate, with revised or supplemental prospectuses and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably if so requested by the selling InvestorsCompany in writing, the Investors Counsel or Holders shall promptly take action to cease making any offers of the Restricted Shares until receipt and distribution of such underwriters, attorneys, accountants revised or agents in connection with such registration statement and permit the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(csupplemental prospectuses), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Smartdisk Corp), Registration Rights Agreement (Smartdisk Corp)
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 to use its commercially reasonable best efforts to effect the registration of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible:
(i) prepare (and afford counsel for the selling Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective through the end of for the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided);
(ii) prepare (and afford counsel for the selling Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ ' intended method of disposition set forth in such registration statement through the end of for such period of distribution;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement;
(iv) use its commercially reasonable best efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv2(f)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)jurisdiction;
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable best efforts (if the offering is underwritten) to furnish, at the request of the any selling Investors or the Investors CounselInvestor, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters covering substantially or by the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesselling Investors or their counsel, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the underwriters or such selling Investors or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the each selling InvestorsInvestor, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any attorney, accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s 's officers, directors and employees to supply all information reasonably requested by the any of such selling Investors, the Investors Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the such selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c2(f)(i) and 2(f)(ii) above (as well as Sections 2(c)(vi) and 2(e) above), 2(e)(i) and 2(e)(ii) above, the “"period of distribution” " of Registrable Stock in an a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, but in either case, such period shall not extend beyond the 90th day after the effective date of the registration statement filed in connection therewith. If an Investor receives a notification from the Company pursuant to Section 2(f)(v) that a registration statement or prospectus contains an untrue statement or omission (a "Deficiency Notice"), then such Investor shall: (i) keep the fact of such notification and its contents confidential and (ii) immediately suspend all sales of securities of the Company and any use of the registration statement or prospectus as to which the notification applies, until such time as such Investor receives notification (a "Cure Notice") from the Company that an amendment to the registration statement or a supplement to the prospectus has been filed correcting said untrue statement or omission. In the event the Company shall give a Deficiency Notice, (x) the maximum time period for the period of distribution set forth above shall be extended by the number of days during the period from and including the date of the giving of the Deficiency Notice to and including the date when each such Investor shall have received the copies of the supplemented or amended prospectus and (y) unless each such Investor receives a Cure Notice within two (2) business days following its receipt of such Deficiency Notice, then, in the case of a Demand Registration, the Company’s initial Public Offering majority-in-interest of the period of distribution shall not exceed 180 days after the IPO Date Investors requesting such Demand Registration may withdraw their Demand Request and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringpreserve it for use at a later date.
Appears in 2 contracts
Samples: Registration Rights Agreement (Labone Inc/), Registration Rights Agreement (Welsh Carson Anderson & Stowe Ix Lp)
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible:
(i) prepare (and afford the Investors Stockholders Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities Registrable Stock and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period Period of distribution Distribution contemplated thereby (determined as provided in the last paragraph of this Section 2(e2(f));
(ii) prepare (and afford the Investors Stockholders Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through the end of period Period of distribution Distribution contemplated thereby (determined as provided in the last paragraph of this Section 2(e2(f)) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period Period of distributionDistribution;
(iii) furnish to each selling Investor Stockholder and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement;
(iv) use its commercially reasonable efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling InvestorsWCAS, the Investors Stockholders Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv2(f)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv2(f)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv2(f)(iv);
(v) immediately notify each selling Investor Stockholder under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing, not misleading existing (and upon receipt of any such notice, each selling Investor Stockholder agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors WCAS or the Investors Stockholders Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling InvestorStockholder, stating that such registration statement has become effective under the Securities Act and that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably satisfactory to be requested by counsel for the underwriters covering substantially or by WCAS or the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesStockholders Counsel, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors WCAS or the Investors Stockholders Counsel may reasonably request; and
(vii) make available for inspection by the selling InvestorsWCAS, any underwriter participating in any distribution pursuant to such registration statement, the Investors Stockholders Counsel and any accountant or other agent retained by the selling Investors WCAS or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the selling InvestorsWCAS, the Investors Stockholders Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling InvestorsWCAS, the Investors Stockholders Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i2(e) and 2(e)(ii2(f) above, the “period Period of distributionDistribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, the Period of Distribution of Registrable Stock in a registration pursuant to Rule 415 under the Securities Act shall be zero days, and the period Period of distribution Distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the a Demand Registration, such period of distribution shall not exceed 180 days after extend beyond the IPO Date date specified by the Demand Initiating Investor in the applicable Demand Request (if so specified) and (y) in the case of any other Public Offering the a registration pursuant to Section 2(d), such period of distribution shall not exceed 90 days after extend beyond the shares are first sold to date specified by the public in such offeringCompany (if so specified).
Appears in 1 contract
Samples: Registration Rights Agreement (K2m Group Holdings, Inc.)
Certain Registration Procedures. If and whenever In connection with the Registration Statement to be filed by the Company is required by the provisions of pursuant to this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act, the Company will, as expeditiously as possibleAgreement:
(ia) prepare (Purchaser agrees to provide in a timely manner information requested by the Company regarding the proposed distribution by Purchaser of the Shares and afford all other information reasonably requested by the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file Company in connection with the Commission a preparation of such registration statement with respect to such securities and statement.
(b) The Company will use its commercially reasonable efforts to cause such registration statement the Registration Statement to become and remain effective through and, subject to Section 6.4 hereof, the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e));
(ii) Company will prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission SEC such amendments and supplements to such registration statement the Registration Statement and the prospectus or prospectus supplement used in connection therewith as may be necessary (i) to keep such registration statement Registration Statement effective through and usable for resale of the end Shares for a period from the date of period of distribution contemplated thereby its initial effectiveness until such time as there are no such Shares remaining (determined as provided in including by refiling the last paragraph of Section 2(e)Registration Statement (or a new Registration Statement) if the initial Registration Statement expires and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock the securities covered by such registration statement statement, in accordance each case for such time as is contemplated by this Section 6. In the event that the Company is a well-known seasoned issuer (as defined under Rule 405 of the Act) at the time of the filing of the Registration Statement with the selling Investors’ intended method of disposition set forth in SEC, such registration statement through Registration Statement shall be designated by the end of such period of distribution;Company as an automatic Registration Statement.
(iiic) The Company will furnish to each selling Investor and to each underwriter Purchaser such number of copies of the registration statement applicable Registration Statement and the prospectus included therein each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus) , in conformity with the requirements of the Act, and such other documents as such persons they may reasonably request in order to facilitate the public sale or other disposition of Shares owned or to be distributed by them.
(d) The Company shall use its reasonable best efforts to register and qualify the Registrable Stock securities covered by such registration statement;
(iv) use its commercially reasonable efforts to register or qualify the Registrable Stock covered by Registration Statement under such registration statement under the other securities or “blue sky sky” laws of such jurisdictions as shall be reasonably requested by Purchaser, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other action which may be reasonably necessary to enable Purchaser to consummate the selling Investors, disposition in such jurisdictions of the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably requestsecurities owned by Purchaser; provided, provided that the Company will shall not be required in connection therewith or as a condition thereto to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) file a general consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)such states or jurisdictions;
(ve) immediately After the filing of the Registration Statement, the Company will promptly notify Purchaser of any stop order issued or threatened by the SEC and shall take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(f) The Company shall cause the Shares to be listed on each selling Investor under such registration statement and each underwriter, securities exchange on which Company Common Stock is then listed.
(g) The Company shall promptly notify Purchaser:
(1) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening existence of any event as a result fact of which the Company is aware or the occurrence of an event requiring the preparation of a supplement or amendment to either the Registration Statement or related prospectus contained in so that, as thereafter delivered to the purchasers of the Shares, such registration statementRegistration Statement or related prospectus, both as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements statement therein, in light of the circumstances then existing, not misleading (and upon receipt promptly make available to Purchaser a reasonable number of copies of any such noticesupplement or amendment;
(2) when any registration statement filed pursuant to this Section 6 or any amendment thereto (other than through the incorporation by reference therein of any report, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented statement or amended) no longer includes any untrue statement of a material fact or omits to state any material fact other document required to be stated therein filed pursuant to the Exchange Act and the rules and regulations thereunder) has been filed with the SEC and when such registration statement or necessary to make the statements therein, in light of the circumstances then existing, not misleading);any post-effective amendment thereto has become effective; and
(vi3) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the of any request of the selling Investors or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, and reasonably satisfactory to the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securities, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed SEC for amendments or supplements to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the any registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements prospectus included therein; and
(4) of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to receipt by the period ending no more than five business days prior to the date Company or its legal counsel of such letter) any notification with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties suspension of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the selling Investors, the Investors Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities qualification of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Common Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock for sale in any other registration jurisdiction or the initiation or threatening of any proceeding for such purpose.
(h) The Company shall be deemed use commercially reasonable efforts to extend until procure the sale of all Registrable Stock covered thereby; provided, that (x) in the case cooperation of the Company’s initial Public Offering transfer agent in settling any offering or sale of Shares, including with respect to the period transfer of distribution physical stock certificates into book-entry form in accordance with any procedures reasonably requested by Purchaser.
(i) All Registration Expenses incurred in connection with the registration hereunder shall be borne by the Company. “Registration Expenses” means the following expenses incurred by the Company in effecting any registration pursuant to this Agreement (whether or not any registration or prospectus becomes effective or final): all registration fees, fees and disbursements of counsel for the Company, blue sky filing fees, and expenses of the Company’s independent accountants in connection with any regular or special reviews incident to or required by such registration. For the avoidance of doubt, the Company shall not exceed 180 days after the IPO Date be responsible for and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold pay any selling commissions and stock transfer taxes applicable to the public in such offeringsale of Shares and fees and disbursements of counsel for Purchaser.
Appears in 1 contract
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 1 to use its commercially reasonable best efforts to effect the registration of Registrable Stock any Restricted Shares under the Securities Act, the Company will, as expeditiously as possible:
(ia) prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such securities Restricted Shares and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e));
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through until the end earliest of period (i) the completion of the distribution contemplated thereby of the registered securities, and (determined as provided in ii) the last paragraph three (3)-month anniversary of Section 2(e)) the effective date of the registration statement and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock all securities covered by such registration statement;
(ivb) furnish to any selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request;
(c) use its commercially reasonable best efforts to register or qualify the Registrable Stock securities covered by such registration statement under the such other securities or "blue sky sky" laws of such jurisdictions within the United States and Puerto Rico as the selling Investors, the Investors Counsel or, in the case each Holder of an underwritten public offering, the managing underwriter, securities shall reasonably request; request (provided, however, that the Company will shall not be required obligated to (x) qualify generally as a foreign corporation to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service under the laws of process in any jurisdiction in which it would is not otherwise then qualified or to file any general consent to service or process or to qualify as a broker or dealer in securities), and do such other reasonable acts and things as may be subject required of it to general service enable the Holders to consummate the disposition in such jurisdiction of process but for this Section 2(e)(iv)the securities covered by such registration statement;
(vd) immediately take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Common Stock; and
(e) promptly notify each selling Investor under such registration statement in writing the Holders and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, underwriter (if any) of the happening of any event event, during the period of distribution, as a result of which the prospectus contained in such registration statement, as then in effect, statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existingexisting (in which case, not misleading (and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that shall promptly provide the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion Holders and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, and reasonably satisfactory to the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securities, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act as appropriate, with revised or supplemental prospectuses and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably if so requested by the selling InvestorsCompany in writing, the Investors Counsel or Holders shall promptly take action to cease making any offers of the Restricted Shares until receipt and distribution of such underwriters, attorneys, accountants revised or agents in connection with such registration statement and permit the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(csupplemental prospectuses), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering.
Appears in 1 contract
Samples: Management Registration Rights Agreement (Smartdisk Corp)
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible:
(i) prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e2(f));
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e2(f)) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ ' intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement;
(iv) use its commercially reasonable efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling InvestorsWCAS, the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv2(f)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv2(f)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv2(f)(iv);
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing, not misleading existing (and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors WCAS or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters covering substantially or by WCAS or the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesInvestors Counsel, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors WCAS or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the selling InvestorsWCAS, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors WCAS or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s 's officers, directors and employees to supply all information reasonably requested by the selling InvestorsWCAS, the Investors Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling InvestorsWCAS, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i2(e), 2(f)(i) and 2(e)(ii2(f)(ii) above, the “"period of distribution” " of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s 's initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Select Medical Holdings Corp)
Certain Registration Procedures. If and whenever the Company Savvis is required by the provisions of this Section 2 3 to use its commercially reasonable best efforts to effect the registration of Registrable Restricted Stock under the Securities Act, the Company Savvis will, as expeditiously as possible:
(i) prepare (and afford counsel for the selling Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective through the end of for the period of the distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided);
(ii) prepare (and afford counsel for the selling Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of for such period of distributionperiod;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement;
(iv) use its commercially reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company Savvis will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(ivparagraph (iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)jurisdiction;
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (and each Investor agrees to refrain from further using such prospectus upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable best efforts (if the offering is underwritten) to furnish, at the request of the any selling Investors or the Investors CounselInvestor, on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company Savvis for the purposes of such registration, addressed to the underwriters and to each such selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the underwriters covering substantially best knowledge of such counsel, no stop order suspending the same matters effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as are customarily covered to form in opinions and/or letters all material respects with the requirements of issuer’s the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel delivered need express no opinion as to underwriters in underwritten public offerings of securitiesfinancial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters, and (B) a letter dated such date from the independent public accountants retained by the CompanySavvis, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company Savvis included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel underwriters may reasonably request; and
(vii) make available for inspection by the any selling InvestorsInvestor, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any attorney, accountant or other agent retained by the such selling Investors Investor or such underwritersits Permitted Transferee or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanySavvis, and cause the CompanySavvis’s officers, directors and employees to supply all information reasonably requested by the any such selling InvestorsInvestor or its Permitted Transferee, the Investors Counsel underwriter, attorney, accountant or any of such underwriters, attorneys, accountants or agents agent in connection with such registration statement and permit the such selling InvestorsInvestor, the Investors Counsel and such underwritersattorney, attorneys, accountants accountant or agents agent to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(iparagraphs (f)(i) and 2(e)(ii(f)(ii) above (as well as paragraphs (c)(vi) and (e) above), the “period of distribution” of Registrable Restricted Stock in an a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the sale of all Registrable Restricted Stock covered thereby; provided, that but in either case, such period shall not extend beyond the 180th day (x) or, in the case of paragraph (c)(vi) above, the Company’s initial Public Offering the period of distribution shall not exceed 180 days 90th day) after the IPO Date and (y) effective date of the registration statement filed in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringconnection therewith.
Appears in 1 contract
Samples: Registration Rights Agreement (Savvis Communications Corp)
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible:
(i) (x) prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities (A) in case of a Demand Registration on Form S-1 or any successor thereto, no later than 120 calendar days after the date of the applicable Demand Request and (B) in the case of a Demand Registration on Form S-3 or any successor thereto, no later than 45 calendar days after the applicable Demand Request, and (y) use its commercially reasonable efforts to cause such registration statement to become effective (A) in case of a Demand Registration on Form S-1 or any successor thereto, no later than 150 calendar days after the date such registration statement is filed with the SEC and (B) in the case of a Demand Registration on Form S-3 or any successor thereto, no later than 75 calendar days after the date such registration statement is filed with the SEC, and (z) use its commercially reasonable efforts to cause such registration statement to remain effective through (A) in the end case of a Demand Registration on Form S-1 or any successor thereto, until the earlier of (1) the date on which all Registrable Stock registered pursuant to such registration statement shall have been sold to the public and (2) the date which is 180 calendar days after the date on which such registration statement is declared effective by the SEC and (B) in the case of a Demand Registration on Form S-3 or any successor thereto, until the earlier of (1) the second anniversary of the period effective date of distribution contemplated thereby such registration statement and (determined as provided in 2) the last paragraph date on which all of Section 2(e))the Registrable Stock requested to be registered by the Investors is no longer considered Registrable Stock;
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e2(f)) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement;
(iv) use its commercially reasonable efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling InvestorsWCAS, any other Initiating Investor, the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv2(f)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv2(f)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv2(f)(iv);
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing, not misleading existing (and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing) and use its commercially reasonable efforts to promptly prepare and file with the SEC a supplement or amendment to the registration statement or other appropriate filing with the SEC to correct such untrue statement or omission, not misleading)and deliver a number of copies of such supplement or amendment to each Investor selling Registrable Stock pursuant to such registration statement as such Investor may reasonably request;
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors WCAS, any other Initiating Investor or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter opinion, dated such date date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters covering substantially or by WCAS, any other Initiating Investor or the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesInvestors Counsel, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors WCAS, any other Initiating Investor or the Investors Counsel may reasonably request; and;
(vii) make available for inspection by the selling InvestorsWCAS, any other Initiating Investor, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or one ore more of such underwritersparties, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the selling InvestorsWCAS, any other Initiating Investor, the Investors Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling InvestorsWCAS, any other Initiating Investor, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement;
(viii) use its commercially reasonable efforts to list all the Registrable Stock covered by such registration statement on the New York Stock Exchange or the Nasdaq Global Select Market; provided, however, that any information that is designated in writing by the Company, in good faithand
(ix) make available to each Investor, as confidential soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the time first month of delivery the first fiscal quarter after the effective date of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iiiwhich earnings statement shall satisfy the provisions of Section 11(a) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable lawSecurities Act, including, without limitation, Rule 158 promulgated thereunder. For purposes of Sections 2(c), 2(e)(i2(e) and 2(e)(ii2(f)(ii) above, and subject to Section 2(f)(i), the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering.
Appears in 1 contract
Samples: Registration Rights Agreement (US Oncology Holdings, Inc.)
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock Securities under the Securities Act, the Company will, as expeditiously as possible:
(i) prepare (and afford counsel, selected by WCAS XX XX to represent the Investors Counsel Purchasers (as hereinafter defined) "Purchasers' Counsel"), reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e2(c));
(ii) prepare (and afford the Investors Purchasers' Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e2(c)) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Securities covered by such registration statement in accordance with the selling Investors’ Purchasers' intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor Purchaser and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock Securities covered by such registration statement;
(iv) use its commercially reasonable efforts to register or qualify the Registrable Stock Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling InvestorsWCAS XX XX, the Investors Purchasers' Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv2(c)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv2(c)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv2(c)(iv);
(v) immediately notify each selling Investor Purchaser under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing, not misleading existing (and upon receipt of any such notice, each selling Investor Purchaser agrees to suspend sales of Registrable Stock Securities covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors WCAS XX XX or the Investors Purchasers' Counsel, on the date that Registrable Stock is Securities are delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling InvestorPurchaser, stating that such registration statement has become effective under the Securities Act and that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably satisfactory to be requested by counsel for the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesor by WCAS XX XX or Purchasers' Counsel, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors WCAS XX XX or the Investors Purchasers' Counsel may reasonably request; and
(vii) make available for inspection by the selling InvestorsWCAS XX XX, any underwriter participating in any distribution pursuant to such registration statement, the Investors Purchasers' Counsel and any accountant or other agent retained by the selling Investors WCAS XX XX or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s 's officers, directors and employees to supply all information reasonably requested by the selling InvestorsWCAS XX XX, the Investors Purchasers' Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling InvestorsWCAS XX XX, the Investors Purchasers' Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c2(b), 2(e)(i2(c)(i) and 2(e)(ii2(c)(ii) above, the “"period of distribution” " of Registrable Stock Securities in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Securities in any other registration shall be deemed to extend until the sale of all Registrable Stock Securities covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Select Medical Holdings Corp)
Certain Registration Procedures. If and whenever the Company Savvis is required by the provisions of this Section 2 3 to use its commercially reasonable best efforts to effect the registration of Registrable Restricted Stock under the Securities Act, the Company Savvis will, as expeditiously as possible:
(i) prepare (and afford counsel for the selling Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective through the end of for the period of the distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided);
(ii) prepare (and afford counsel for the selling Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the selling Investors’ ' intended method of disposition set forth in such registration statement through the end of for such period of distributionperiod;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement;
(iv) use its commercially reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company Savvis will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(ivparagraph (iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)jurisdiction;
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (and each Investor agrees to refrain from further using such prospectus upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable best efforts (if the offering is underwritten) to furnish, at the request of the any selling Investors or the Investors CounselInvestor, on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company Savvis for the purposes of such registration, addressed to the underwriters and to each such selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the underwriters covering substantially best knowledge of such counsel, no stop order suspending the same matters effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as are customarily covered to form in opinions and/or letters all material respects with the requirements of issuer’s the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel delivered need express no opinion as to underwriters in underwritten public offerings of securitiesfinancial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters, and (B) a letter dated such date from the independent public accountants retained by the CompanySavvis, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company Savvis included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel underwriters may reasonably request; and
(vii) make available for inspection by the any selling InvestorsInvestor, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any attorney, accountant or other agent retained by the such selling Investors Investor or such underwritersits Permitted Transferee or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanySavvis, and cause the Company’s Savvis's officers, directors and employees to supply all information reasonably requested by the any such selling InvestorsInvestor or its Permitted Transferee, the Investors Counsel underwriter, attorney, accountant or any of such underwriters, attorneys, accountants or agents agent in connection with such registration statement and permit the such selling InvestorsInvestor, the Investors Counsel and such underwritersattorney, attorneys, accountants accountant or agents agent to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(cparagraphs (f)(i) and (f)(ii) above (as well as paragraphs (c)(vi) and (e) above), 2(e)(i) and 2(e)(ii) above, the “period "PERIOD OF DISTRIBUTION" of distribution” of Registrable Restricted Stock in an a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the sale of all Registrable Restricted Stock covered thereby; provided, that but in either case, such period shall not extend beyond the 180th day (x) or, in the case of paragraph (c)(vi) above, the Company’s initial Public Offering the period of distribution shall not exceed 180 days 90th day) after the IPO Date and (y) effective date of the registration statement filed in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringconnection therewith.
Appears in 1 contract
Samples: Investor Rights Agreement (Savvis Communications Corp)
Certain Registration Procedures. If and whenever the Company is required by the provisions of this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock Restricted Securities under the Securities Act, the Company will, as expeditiously as possible:
(i) prepare (and afford the Investors Members Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e2(f));
(ii) prepare (and afford the Investors Members Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e2(f)) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Restricted Securities covered by such registration statement in accordance with the selling InvestorsMembers’ intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor Member and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock Restricted Securities covered by such registration statement;
(iv) use its commercially reasonable efforts to register or qualify the Registrable Stock Restricted Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling InvestorsWCAS, the Investors Members Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv2(f)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv2(f)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv2(f)(iv);
(v) immediately notify each selling Investor Member under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading existing (and upon receipt of any such notice, each selling Investor Member agrees to suspend sales of Registrable Stock Restricted Securities covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to be make the statements therein, therein not misleading in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors WCAS or the Investors Members Counsel, on the date that Registrable Stock is Restricted Securities are delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling InvestorMember, stating that such registration statement has become effective under the Securities Act and that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably satisfactory to be requested by counsel for the underwriters covering substantially or by WCAS or the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesMembers Counsel, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwritersunderwriters and to each selling Member, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors WCAS or the Investors Members Counsel may reasonably request; and
(vii) make available for inspection by the selling InvestorsWCAS, any underwriter participating in any distribution pursuant to such registration statement, the Investors Members Counsel and any accountant or other agent retained by the selling Investors WCAS or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the selling InvestorsWCAS, the Investors Members Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling InvestorsWCAS, the Investors Members Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i2(e), 2(f)(i) and 2(e)(ii2(f)(ii) above, the “period of distribution” of Registrable Stock Restricted Securities in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Restricted Securities in any other registration shall be deemed to extend until the sale of all Registrable Stock Restricted Securities covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offering, in each case it being understood that such maximum period of distribution shall be extended to the extent of any period during which sales are suspended under Section 2(f)(v) or 2(j).
Appears in 1 contract
Samples: Registration Rights Agreement (Accuro Healthcare Solutions, Inc.)
Certain Registration Procedures. If and whenever the Company PROVANT is required by the provisions of this Section 2 Agreement to use its commercially reasonable best efforts to effect or maintain the registration of any of the Registrable Stock Shares under the Securities Act, the Company will, PROVANT shall as expeditiously as possible:
(a) prepare and file with the Commission any amendments and supplements to the S-3 Registration Statement and the prospectus included in the S-3 Registration Statement as may be necessary to keep the S-3 Registration Statement effective for the period required in Section 7.1(b);
(i) furnish to the Shareholder Representative prior to the filing thereof with the Commission, a copy of the S-3 Registration Statement and each amendment thereof and each amendment or supplement, if any, to the prospectus included therein and (ii) include the names of each Selling Stockholder who proposes to sell Registrable Shares pursuant to the S-3 Registration Statement, as selling security holders, and the manner of distribution they have elected;
(c) at its own expense, shall cooperate with the Selling Stockholders to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold pursuant to the S-3 Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Selling Stockholders may request a reasonable period of time prior to sales of the Registrable Shares;
(d) cause the Registrable Shares (if not then listed) to be listed on the Nasdaq National Market (the "Nasdaq") or, if not then listed on the Nasdaq, on the principal securities exchange or market on which the PROVANT Common Stock shall then be traded;
(e) Upon written request of a Selling Stockholder, prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement supplement to the prospectus which forms a part of the S-3 Registration Statement with respect to such securities and use its commercially reasonable efforts Selling Stockholder's name and/or number of Registrable Shares, so that, as thereafter delivered to cause such registration statement to become and remain effective through the end purchasers of the period Registrable Shares being sold thereunder, such prospectus will contain such Selling Stockholder's correct name and/or number of distribution contemplated thereby (determined Registrable Shares as provided indicated in the last paragraph of Section 2(e))writing by such Selling Stockholder;
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iiif) furnish to each selling Investor and to each underwriter Selling Stockholder such reasonable number of copies of the registration statement and the prospectus included therein (in the S-3 Registration Statement, including each any preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents as such persons Selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered Shares owned by such registration statementSelling Stockholder;
(ivg) use its commercially reasonable best efforts to register or qualify the Registrable Stock Shares covered by such registration statement the S-3 Registration Statement under the securities or blue sky Blue Sky laws of such jurisdictions states as the selling Investors, the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, Selling Stockholder shall reasonably request; request and shall be required under applicable law, and do any and all other acts and things that may be reasonably necessary to enable the Selling Stockholder to consummate the public sale or other disposition in such jurisdictions of the Registrable Shares owned by the Selling Stockholder, provided, however, that the Company will PROVANT shall not be required to (xin connection with this Section 7.2(c) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) as a foreign corporation or (z) execute a general consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv);jurisdiction; and
(vh) immediately notify each selling Investor under such registration statement and each underwriterSelling Stockholder, at any time when a prospectus relating thereto contained in the S-3 Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statementthe S-3 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (existing and upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as provide the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of the selling Investors or the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, and reasonably satisfactory to the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securities, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects Selling Stockholders with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably request; and
(vii) make available for inspection by the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the selling Investors, the Investors Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringrevised prospectuses.
Appears in 1 contract
Samples: Merger Agreement (Provant Inc)
Certain Registration Procedures. If and whenever the The Company is required by the provisions of this Section 2 to use its commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act, the Company willshall, as expeditiously as reasonably possible:
(i) a. prepare (and afford the Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective through the end of the period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e));
(ii) prepare (and afford the Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)) required hereunder and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the selling Investors’ intended method of disposition set forth in such registration statement through the end of such period of distribution;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock all securities covered by such registration statement;
b. furnish to the Holder, without charge, (ivi) promptly after the same is prepared and filed with the Commission, one copy of such Registration Statement and all amendments and supplements thereto, and (ii) upon the effectiveness of each Registration Statement, such number of copies of the corresponding prospectus and all amendments and supplements thereto as the Holder may reasonably request in writing;
c. use its commercially reasonable best efforts to promptly register and qualify, unless an exemption from registration and qualification applies, the resale of the Restricted Shares under such other securities or qualify “blue sky” laws of the Registrable Stock covered by applicable jurisdictions in the United States as the Holder reasonably requests in writing and keep such registration statement under or qualification in effect during the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel or, in the case of an underwritten public offering, the managing underwriter, shall reasonably requestRegistration Period; provided, however, that the Company will shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(iv), (y) subject itself to taxation in any such jurisdiction in which it would is not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)now so qualified;
(v) immediately d. take such other actions as are customarily required of issuers of publicly held securities in order to expedite or facilitate the disposition of such Restricted Shares;
e. promptly notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under in writing the Securities Act, Holder of the happening of any event event, as a result of which the Registration Statement or any prospectus contained used in such registration statement, as then in effect, connection therewith includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existingexisting (in which case the Company shall promptly provide the Holder with revised or supplemental prospectuses and if so requested by the Company in writing, not misleading (the Holder shall promptly take action to cease making any offers of the Restricted Shares until receipt and upon distribution of such revised or supplemental prospectuses is completed); provided, that in the event that the Holder receives such a suspension notice, the Holder agrees to keep such suspension confidential;
f. promptly notify the Holder of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Restricted Shares for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of notice of the initiation or threatening of any proceeding for such purpose; provided, that in the event that the Holder receives such a suspension notice, each selling Investor the Holder agrees to suspend sales of Registrable Stock covered by keep such prospectus until such time as suspension confidential;
g. promptly notify the Company notifies it that the prospectus Holder (as supplemented or amendedi) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinwhen, in light connection with the Registration Statement, a prospectus in connection with the Registration Statement and each prospectus supplement or amendment thereto has been filed, and when a Registration Statement and each amendment (including post-effective amendments) and supplement thereto has been declared effective by the Commission (notification of such effectiveness shall be delivered to the Holder as promptly as practicable after such effectiveness), (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related prospectus, and (iii) of the circumstances then existing, not misleading)Company’s reasonable determination that an amendment (including any post-effective amendment) or supplement to a Registration Statement or related prospectus would be appropriate;
(vii) use its commercially reasonable best efforts (if to prevent the offering is underwritten) to furnishissuance of any stop order or other suspension of effectiveness of a Registration Statement, at or the request suspension of the selling Investors or qualification of any of the Investors Counsel, on the date that Registrable Stock is delivered to the underwriters Restricted Shares for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing in any jurisdiction in the Company for the purposes of such registration, addressed to the underwriters and to each selling Investor, and reasonably satisfactory to the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesUnited States, and (Bii) a letter dated if such an order or suspension is issued, use reasonable commercial efforts to obtain the withdrawal of such order or suspension, and notify the Holder of the issuance of such order and the resolution thereof or its receipt of notice of the initiation or threat of any proceeding for such purpose;
i. use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, not later than the required time of filing for the next required report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the first anniversary of the end of the fiscal quarter in which the effective date from of the independent public accountants retained by Registration Statement occurs, an earnings statement covering the period of at least 12 months, beginning with the first day of the Company’s first fiscal quarter after the effective date of the Registration Statement, addressed to which earnings statement shall satisfy the underwriters, stating that they are independent public accountants within the meaning provision of Section 11(a) of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the selling Investors or the Investors Counsel may reasonably requestRule 158 promulgated thereunder; and
(vii) make available for inspection by j. cause all Restricted Shares to be listed on the selling Investors, any underwriter participating in any distribution pursuant to such registration statement, Nasdaq Stock Market not later than the Investors Counsel and any accountant or other agent retained by the selling Investors or such underwriters, all financial and other records, pertinent corporate documents and properties effective date of the Company, Registration Statement and cause engage a transfer agent to register and maintain the Company’s officers, directors and employees to supply stock ledger for all information reasonably requested shares covered by the selling Investors, Registration Statement not later than the Investors Counsel or any of such underwriters, attorneys, accountants or agents in connection with such registration statement and permit the selling Investors, the Investors Counsel and such underwriters, attorneys, accountants or agents to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities date of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(c), 2(e)(i) and 2(e)(ii) above, the “period of distribution” of Registrable Stock in an underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the sale of all Registrable Stock covered thereby; provided, that (x) in the case of the Company’s initial Public Offering the period of distribution shall not exceed 180 days after the IPO Date and (y) in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringRegistration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Marvell Technology Group LTD)
Certain Registration Procedures. If and whenever the Company Savvis is required by the provisions of this Section 2 3 to use its commercially reasonable best efforts to effect the registration of Registrable Restricted Stock under the Securities Act, the Company Savvis will, as expeditiously as possible:
(i) prepare (and afford counsel for the selling Investors Counsel (as hereinafter defined) reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective through the end of for the period of the distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided);
(ii) prepare (and afford counsel for the selling Investors Counsel reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective through for the end of period of distribution contemplated thereby (determined as provided in the last paragraph of Section 2(e)hereinafter provided) and as comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the selling Investors’ ' intended method of disposition set forth in such registration statement through the end of for such period of distributionperiod;
(iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus included therein (including including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement;
(iv) use its commercially reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Investors, the Investors Counsel sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; providedPROVIDED, that the Company Savvis will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e)(ivparagraph (iv), (y) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this Section 2(e)(iv) or (z) consent to general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this Section 2(e)(iv)jurisdiction;
(v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, not misleading (and each Investor agrees to refrain from further using such prospectus upon receipt of any such notice, each selling Investor agrees to suspend sales of Registrable Stock covered by such prospectus until such time as the Company notifies it that the prospectus (as supplemented or amended) no longer includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading);
(vi) use its commercially reasonable best efforts (if the offering is underwritten) to furnish, at the request of the any selling Investors or the Investors CounselInvestor, on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion and/or letter dated such date of counsel representing the Company Savvis for the purposes of such registration, addressed to the underwriters and to each such selling Investor, stating that such registration statement has become effective under the Securities Act and reasonably satisfactory that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be requested by counsel for the underwriters covering substantially the same matters as are customarily covered in opinions and/or letters of issuer’s counsel delivered to underwriters in underwritten public offerings of securitiesor by such selling Investor or its counsel, and (B) a letter dated such date from the independent public accountants retained by the CompanySavvis, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company Savvis included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters, the underwriters or such selling Investors or the Investors Counsel Investor may reasonably request; and
(vii) make available for inspection by the each selling InvestorsInvestor, any underwriter participating in any distribution pursuant to such registration statement, the Investors Counsel and any attorney, accountant or other agent retained by the such selling Investors Investor or such underwritersunderwriter, all financial and other records, pertinent corporate documents and properties of the CompanySavvis, and cause the Company’s Savvis's officers, directors and employees to supply all information reasonably requested by the any such selling InvestorsInvestor, the Investors Counsel underwriter, attorney, accountant or any of such underwriters, attorneys, accountants or agents agent in connection with such registration statement and permit the such selling InvestorsInvestor, the Investors Counsel and such underwritersattorney, attorneys, accountants accountant or agents agent to participate in the preparation of such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Person unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is necessary to avoid or correct a misstatement or omission of a material fact in a registration statement, prospectus or any supplement or post-effective amendments thereto or disclosure is otherwise required by law or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person. Without limiting the foregoing, no such information shall be used by any such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of applicable law. For purposes of Sections 2(cparagraphs (f)(i) and (f)(ii) above (as well as paragraphs (c)(vi) and(e) above), 2(e)(i) and 2(e)(ii) above, the “period "PERIOD OF DISTRIBUTION" of distribution” of Registrable Restricted Stock in an a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the sale of all Registrable Restricted Stock covered thereby; provided, that but in either case, such period shall not extend beyond the 180th day (x) or, in the case of paragraph (c)(vi) above, the Company’s initial Public Offering the period of distribution shall not exceed 180 days 90th day) after the IPO Date and (y) effective date of the registration statement filed in the case of any other Public Offering the period of distribution shall not exceed 90 days after the shares are first sold to the public in such offeringconnection therewith.
Appears in 1 contract
Samples: Registration Rights Agreement (Savvis Communications Corp)
